HPE's Corporate Governance Guidelines provide that a substantial majority of the Board will consist of independent directors. The Board has determined that each of Dan Ammann, Marc L. Andreessen, Michael J. Angelakis, Leslie A. Brun, Pamela Carter, Klaus Kleinfeld, Raymond E. Ozzie, Gary M. Reiner, Patricia F. Russo, Lip-Bu Tan, and Mary Agnes Wilderotter is independent within the meaning of HPE's director independence standards. These standards reflect New York Stock Exchange Inc. corporate governance listing standards. In addition, each member of the Audit Committee meets the heightened independence standards required for audit committee members under the applicable listing standards
HPE's Director Independence Standards
In determining independence, the Board reviews whether directors have any material relationship with HPE. The Board considers all relevant facts and circumstances. In assessing the materiality of a director's relationship to HPE, the Board considers the issues from the director's standpoint and from the perspective of the persons or organizations with which the director has an affiliation and is guided by the standards set forth below. The Board reviews commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships. An independent director must not have any material relationship with HPE, directly or as a partner, shareholder or officer of an organization that has a relationship with HPE, or any relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
A director will not be considered independent in the following circumstances:
- The director is, or has been within the last three years, an employee of HPE, or an immediate family member of the director is, or has been within the last three years, an executive officer of HPE.
- The director has been employed as an executive officer of HPE, its subsidiaries or affiliates within the last five years.
- The director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from HPE, other than compensation for Board service, compensation received by a director's immediate family member for service as a non-executive employee of HPE, and pension or other forms of deferred compensation for prior service with HPE that is not contingent on continued service.
- (A) The director or an immediate family member is a current partner of the firm that is HPE's internal or external auditor; (B) the director is a current employee of such a firm; (C) the director has an immediate family member who is a current employee of such a firm and who participates in the firm's audit, assurance or tax compliance (but not tax planning) practice; or (D) the director or an immediate family member was within the last three years (but is no longer) a partner or employee of such a firm and personally worked on HPE's audit within that time.
- The director or an immediate family member is, or has been in the past three years, employed as an executive officer of another company where any of HPE's present executive officers at the same time serves or has served on that company's compensation committee.
- The director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, HPE for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company's consolidated gross revenues.
- The director is affiliated with a charitable organization that receives significant contributions from HPE.
- The director has a personal services contract with HPE or an executive officer of HPE.
For these purposes, an "immediate family" member includes a director's spouse, parents, children, siblings, mother and father-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone who shares the director's home.